SmartUse LLC (“SmartUse”) provides qualified, credentialed healthcare professionals (“Contracted Employees”) to Hiring Facilities on a temporary or per diem basis. This agreement governs the terms under which those placements are made, the obligations of both parties, and the conditions under which a Contracted Employee may transition to a permanent full-time (FT) position.
Contracted Employees placed by SmartUse LLC are subject to a mandatory 30-day waiting period before becoming eligible to enroll in any benefits offered through SmartUse LLC. Benefits eligibility begins on the first day of the calendar month following the completion of 30 days of active contracted service. Benefits available through SmartUse LLC may include, but are not limited to, health insurance (medical, dental, and vision), and any other benefit programs SmartUse LLC makes available to its contracted workforce. This waiting period applies to all new contracted placements and re-placements following a break in service. The Hiring Facility acknowledges this waiting period and agrees not to represent SmartUse LLC benefit eligibility to Contracted Employees in a manner inconsistent with these terms.
The Hiring Facility agrees that no Contracted Employee placed by SmartUse LLC shall be discriminated against, harassed, or treated adversely on the basis of race, color, national origin, religion, sex, gender identity or expression, sexual orientation, age, disability, veteran status, pregnancy, genetic information, or any other characteristic protected by applicable federal, state, or local law. This obligation applies to all aspects of the working relationship including assignment of duties, scheduling, access to facilities, workplace conduct, and any consideration for permanent employment. Violations of this policy are grounds for immediate termination of the staffing agreement.
If the Hiring Facility wishes to offer a Contracted Employee a permanent full-time position and that placement is facilitated through SmartUse LLC — including any situation where SmartUse actively recruits, presents, or negotiates the permanent offer on behalf of the employee — the Hiring Facility agrees to pay SmartUse LLC a placement fee equal to 25% of the employee’s first-year annual base salary. This fee is due within 30 days of the employee’s permanent start date and is non-refundable once the employee begins permanent employment.
If a Contracted Employee independently expresses willingness to transition to a permanent full-time position with the Hiring Facility — either during the active contract period or within 180 calendar days following the conclusion of their contracted hours — and the Hiring Facility extends and the employee accepts such an offer without SmartUse LLC facilitating the permanent placement, the Hiring Facility agrees to pay SmartUse LLC a conversion fee equal to 10% of the employee’s first-year annual base salary. This fee acknowledges SmartUse LLC’s role as the originating lead source for the hire. The fee is due within 30 days of the employee’s permanent start date.
| Placement Type | Fee | Due Date |
|---|---|---|
| SmartUse-Facilitated Permanent Hire | 25% of first-year base salary | Within 30 days of permanent start date |
| Direct Conversion (during or within 180 days post-contract) | 10% of first-year base salary | Within 30 days of permanent start date |
| Early Contract Buyout (permanent hire before assignment completion) | $20,000 flat buyout fee | Prior to permanent start date |
| Payment Disclosure Requirement | |
|---|---|
| When required | Prior to submitting any staffing request or direct hire opportunity |
| What must be disclosed | Budgeted compensation rate — hourly, weekly, monthly, or annual salary |
| Applies to | Temporary contracts, per diem assignments, direct hires, and renewals |
| Consequence of non-disclosure | SmartUse LLC may delay or cancel the staffing request at its discretion |
Upon conversion to a permanent full-time position — regardless of whether the placement is facilitated by SmartUse LLC or initiated directly by the Hiring Facility — the hired employee must be made eligible for every benefit the Hiring Facility provides to its current permanent employees. This includes, but is not limited to, health insurance (medical, dental, and vision), retirement or 401(k) plans, paid time off (PTO), sick leave, holiday pay, continuing education benefits, and any other standard employee benefit programs. No benefit available to existing permanent staff may be withheld from a converted Contracted Employee solely on the basis of their prior contract status.
The Hiring Facility agrees to notify SmartUse LLC in writing within 5 business days of extending any permanent employment offer to a Contracted Employee, whether during or within 180 days post-contract. Failure to provide timely notification does not waive SmartUse LLC’s right to collect the applicable placement or conversion fee.
Prior to submitting any staffing request — whether for a temporary contract, per diem assignment, or direct hire — the Hiring Facility is required to disclose in writing the budgeted compensation rate for the position. This disclosure must specify the pay structure as an hourly rate, weekly rate, monthly rate, or annual salary, depending on the nature of the engagement. SmartUse LLC will not process, fulfill, or present candidates for any staffing request or direct hire opportunity where compensation terms have not been disclosed in advance. This requirement applies equally to new contract requests and renewals. Failure to provide timely payment disclosure may result in delay or cancellation of the staffing request at SmartUse LLC’s discretion.
Important: Contracted Employees are employed by SmartUse LLC and represent the Hiring Facility’s organization at the workplace. There is no placement fee for utilizing a Contracted Employee — fees apply only if a conversion to permanent employment occurs.
A Contracted Employee is required to complete their current contracted assignment in full before accepting or beginning any permanent full-time position — whether with the Hiring Facility or any other employer. If a Contracted Employee wishes to transition to a permanent position prior to the conclusion of their contracted assignment, a contract buyout fee of $20,000 is required.
Termination & Re-Hire Policy: The Hiring Facility may terminate a Contracted Employee or the staffing contract for reasonable cause in accordance with applicable state law. However, if the Hiring Facility subsequently hires a terminated Contracted Employee — whether directly or through any third party — as a permanent or full-time employee within 360 calendar days of the termination date, SmartUse LLC retains its right as the originating lead source for that hire. Because the Contracted Employee did not complete their assignment, the standard conversion fee does not apply; instead, a flat fee of $20,000 is due to SmartUse LLC within 30 days of the employee’s permanent start date. This provision applies regardless of the reason for termination and regardless of whether SmartUse LLC facilitated the re-hire.
The Contracted Employee is engaged by SmartUse LLC to perform the duties, responsibilities, and functions as described in the job title and position description provided by the Hiring Facility at the time the staffing request is submitted. The Hiring Facility agrees that the Contracted Employee’s scope of work is limited to the duties expressly outlined in the agreed-upon job description or as otherwise permitted by the Hiring Facility’s applicable hospital or facility policy. The Contracted Employee shall not be required, directed, or expected to perform tasks, duties, or responsibilities that fall outside the scope of the position as described in the job description or hospital policy without prior written agreement between the Hiring Facility and SmartUse LLC. Any material change to the job title, duties, or responsibilities during the contract period must be communicated to SmartUse LLC in writing and may require a contract amendment. SmartUse LLC shall not be held liable for any performance issues arising from duties assigned to the Contracted Employee that were not included in the original job description or hospital policy agreed upon with SmartUse LLC.
SmartUse LLC is responsible for sourcing, screening, and recruiting qualified candidates for each staffing request. This includes reviewing applications, verifying qualifications, conducting interviews, and presenting candidates who meet the Hiring Facility’s stated requirements. The Hiring Facility is responsible for providing a facility-specific orientation, onboarding, and any required site-specific training prior to the Contracted Employee beginning active duties. SmartUse LLC will coordinate the orientation schedule with the Hiring Facility and ensure the Contracted Employee is prepared and available for the agreed start date.
SmartUse LLC verifies that all Contracted Employees hold current, valid licenses and certifications required for their respective roles prior to placement. This includes, but is not limited to, state-issued professional licenses, BLS/ACLS/PALS certifications as applicable, and any specialty-specific credentials required by the Hiring Facility or applicable law. SmartUse LLC maintains copies of all credentialing documentation and will provide verification to the Hiring Facility upon request.
All Contracted Employees are required to comply with applicable federal and state healthcare regulations, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), OSHA workplace safety standards, and any facility-specific compliance policies communicated to SmartUse LLC in writing. The Hiring Facility agrees to notify SmartUse LLC promptly of any compliance concerns or regulatory requirements specific to their facility. SmartUse LLC shall not be held liable for compliance violations arising from the Hiring Facility’s failure to communicate applicable policies to SmartUse LLC or the Contracted Employee prior to placement.
The Hiring Facility agrees to disclose the budgeted compensation rate for each position prior to submitting a staffing request, as required under the Payment Disclosure Policy (Section 8). SmartUse LLC will establish the Contracted Employee’s pay rate based on the disclosed budget, applicable market rates, and the employee’s qualifications. SmartUse LLC is solely responsible for paying the Contracted Employee, including all applicable federal and state payroll taxes, Social Security, Medicare, and unemployment insurance contributions.
Overtime will be compensated in accordance with the Fair Labor Standards Act (FLSA) and applicable state law. Any hours worked beyond the standard contracted schedule must be pre-approved by the Hiring Facility and communicated to SmartUse LLC in writing. SmartUse LLC will invoice the Hiring Facility on a weekly or bi-weekly basis, as agreed at the time of contract execution. Invoices are due within 15 business days of receipt. Late payments may be subject to a finance charge of 1.5% per month on the outstanding balance. SmartUse LLC reserves the right to suspend placement services for accounts with invoices outstanding beyond 30 days.
SmartUse LLC maintains workers’ compensation insurance covering all Contracted Employees for work-related injuries or illnesses sustained during the performance of their contracted duties. SmartUse LLC also carries general liability insurance and, where applicable, professional liability (malpractice) insurance covering Contracted Employees acting within the scope of their assigned duties as defined in the agreed-upon job description.
The Hiring Facility is responsible for maintaining its own general liability, premises liability, and professional liability coverage for its facility, staff, and operations. The Hiring Facility agrees to indemnify and hold SmartUse LLC harmless from any claims, losses, or liabilities arising from duties assigned to a Contracted Employee that were outside the scope of the agreed job description, or from the Hiring Facility’s own negligence, misconduct, or failure to maintain a safe working environment. SmartUse LLC’s liability to the Hiring Facility shall not exceed the total fees paid by the Hiring Facility to SmartUse LLC in the three (3) months preceding the claim.
This agreement becomes effective upon execution of a staffing contract between SmartUse LLC and the Hiring Facility and remains in effect for the duration of the contracted assignment, unless earlier terminated as provided herein. Individual assignment terms, including start date, end date, and renewal options, will be specified in the applicable staffing order or assignment confirmation issued by SmartUse LLC.
Termination Without Cause: Either party may terminate an active staffing assignment without cause by providing a minimum of 14 calendar days’ written notice to the other party. SmartUse LLC will make reasonable efforts to provide a replacement candidate within the notice period upon request.
Termination With Cause: Either party may terminate this agreement immediately and without prior notice for material breach, including but not limited to: non-payment of invoices, violation of the non-discrimination policy, assignment of duties outside the agreed job description, or conduct that creates a hostile or unsafe work environment. The Hiring Facility may also terminate a Contracted Employee for reasonable cause in accordance with applicable state law, as further described in Section 9. Termination for cause does not relieve either party of obligations accrued prior to termination, including outstanding invoices and applicable placement or conversion fees.
Renewal: Staffing assignments may be renewed by mutual written agreement of both parties prior to the assignment end date. Renewal terms, including any adjustments to compensation rates or scope of work, must be confirmed in writing by SmartUse LLC before the renewal period begins.
Each party (“Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, and successors (“Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) the Indemnifying Party’s breach of any representation, warranty, or obligation under this agreement; (b) the Indemnifying Party’s negligence or willful misconduct; or (c) any violation of applicable law by the Indemnifying Party.
Without limiting the foregoing: SmartUse LLC shall indemnify the Hiring Facility against claims arising from SmartUse LLC’s failure to properly credential a Contracted Employee or from SmartUse LLC’s own employment practices. The Hiring Facility shall indemnify SmartUse LLC against claims arising from the Hiring Facility’s direction of the Contracted Employee outside the agreed scope of work, the Hiring Facility’s failure to maintain a safe workplace, or the Hiring Facility’s violation of applicable employment or healthcare regulations. This indemnification obligation shall survive the termination or expiration of this agreement.
Each party acknowledges that in connection with this agreement it may receive or have access to confidential or proprietary information belonging to the other party (“Confidential Information”). For purposes of this agreement, Confidential Information includes, but is not limited to: staffing budgets, pay rates, bill rates, candidate information, employee records, facility operational data, patient census information, business strategies, financial information, and any other information designated as confidential or that a reasonable party would understand to be confidential given the nature of the disclosure.
Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees or agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (c) use the other party’s Confidential Information solely for the purpose of performing obligations or exercising rights under this agreement.
These obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the Confidential Information; or (iv) is required to be disclosed by applicable law or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates in seeking a protective order. Confidentiality obligations under this section survive termination of this agreement for a period of three (3) years.
Neither party shall be held liable for any delay or failure to perform its obligations under this agreement to the extent such delay or failure is caused by circumstances beyond that party’s reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, public health emergencies declared by a governmental authority, war, terrorism, civil unrest, government-mandated facility closures, regulatory shutdowns, labor strikes (other than those involving the party’s own employees), or failures of third-party infrastructure such as utilities or telecommunications (“Force Majeure Event”).
The party affected by a Force Majeure Event must: (a) provide written notice to the other party as soon as reasonably practicable, describing the nature and expected duration of the event; and (b) use commercially reasonable efforts to resume performance as soon as the Force Majeure Event subsides. If a Force Majeure Event prevents performance for more than 30 consecutive calendar days, either party may terminate the affected staffing assignment without penalty by providing written notice, and no placement, conversion, or buyout fees shall be owed solely as a result of such termination. Financial obligations already accrued prior to the Force Majeure Event (including outstanding invoices) remain due and payable.
This agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Any disputes arising under this agreement shall be resolved through binding arbitration in the State of Ohio, unless otherwise agreed in writing by both parties.
By entering into a staffing agreement with SmartUse LLC, the Hiring Facility acknowledges that it has read, understood, and agrees to be bound by all terms set forth in this Employer Contract Agreement (Version 2.0), including: the non-discrimination policy; the 30-day benefits enrollment waiting period for Contracted Employees; the permanent placement fee schedule (25% facilitated / 10% direct conversion within 180 days); the early contract buyout fee ($20,000) and its liability allocation between parties; the billing rate transparency and invoice dispute process; benefits eligibility requirements upon permanent hire; the payment disclosure obligation; scope of work and recruitment responsibilities; credentialing and HIPAA/OSHA compliance requirements; compensation, billing, and invoicing terms; insurance and liability allocations; term and termination conditions (with and without cause); indemnification obligations; confidentiality obligations (surviving 3 years post-termination); force majeure provisions; and the governing law and arbitration clause.